IMSTRUCTIONS A HANDBOOK on registration procedure Illustrating the method used In reporting regis-
tration events, and containing digests of the principal registration faros, my be obtained on request.

ABBREVIATIONS Following are some of the more frequently usea abbreviations:

AMEND amendment FS financial statements
CONS consent PR prospectus
EX exhibits RS registration statement
FACE facing sheets
PHOTOCOPIES The number of pages in each document flied with the ComIlsslon Is reported to facilitate
the placing of orders for photocopies. The Commission supplies photocopies of any document, or any
part of any document, on public rile. Prices are Io0 per page for the first 100 pages In any single
: order, and 7T per page for each page over 100 pages. In ordering, give file number and issuer name of
registration statement.

IMPORTANT The Securities and Exchange Commission does not pass on the merits of or guarantee any
securities registered with It.

ILLINOIS POWER COMPANY S1
0R I GI NALLY F I LED AS
ILLINOIS IOWA POWER COMPANY
DECATUR ILL ALLEN VAN WYCK PRES
LAST PREVIOUSLY RECORDED ITEM
AMENDS TO DEFER EFFECTIVE DATE
AMENDS TO DEFER EFFECTIVE DATE

AMENDMENT FILED
FACE ITEMS 3 11 15 17 19 20 21
26 29 31 33 36 37 38 39 45 46
47 52 FS CONS PR & EX I AND J
PROPOSED OFFERING AS AMENDED -
SERIES ONE INVESTMENT CTFS WITH
OPTIONAL SETTLEMENT PRIVILEGES
& ADDITIONAL CREDIT PROVISIONS
PRICE PER 2000 FACE AMOUNT
CTF TO BE DETERMINED BY PAYMT
BASIS RANGING FROM 1650 TO
1764 FOR 15 YEAR PERIOD
ADDL PAYMENTS MAY BE MADE
AFTER ORIGINAL MATURITY
DATE FOR AN ADDITI ONAL lOYR
PERIOD & AGGREGATE AMOUNT
OF PAYMENTS FOR FULL 25YR
PERIOD TO RANGE FROM 2750
TO 2940 WITH SETTLEMENT
VALUE DEPENDING UPON NUMBER
OF PAYMENTS MADE & LENGTH
OF TIME ELAPSING AFTER THE
ORIGINAL MATURITY DATE
CTFS MAY BE BACK DATED
FROM 1 TO 5 YRS WITH
PAYMENTS PER 2000 CTF TO
RANGE FROM 1657.60 TO
1778.84 FOR 15YR PERIOD
AND FROM 2757.60 TO
2954.84 FOR 25YR PERIOD
APPLI CATI ONS FOR CTFS
OF 500 00 1000 00 AND
1500 00 FACE AMT MAY BE
ACCEPTED IF ACCOMPANIED
BY INITIAL PAYMENT OF
350 00 MINIMUM
ADOL CREDITS MAY BE
OECLAR.ED BY BOARD OF
DIRECTORS

WTS FOR $1 PAR'COMMON
TO OFFICERS AND EMPLOYEES
1 PAR COMMON REPRESENTED BY VTC
RES FOR ABOVE WTS AT 10 00
RES FOR OUTSTANDING WARRANTS
WTS ISSUED TO OFFICERS
AND EMPLOYEES AT 10 00
WTS ISSUED TO AN INDEPENDENT
.MOTION PICTURE PRODUCER
AT 9 50 THRU DEC 15 1943
THEN TO DEC 15 1944"
AT 10 00
SEE R S 2-5230
FOR WORKING CAPITAL
HOLDERS OF WARRANTS WHO PURCHASE
SHS THRU WTS MAY BE UNDERWRITERS